Amendment and Update of the Unprotected Lease Agreement Between
EXHIBIT
10.20
Amendment and Update of the
Unprotected Lease Agreement Between
▇▇▇▇▇-Pharma
Ltd. (the “Lessor”)
and Bioline Innovations Jerusalem,
Limited Partnership (the
“Lessee”)
This
agreement was made and executed on December 14, 2009
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Whereas
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The
Lessee leases, from the Lessor, various areas in a building in the
industrial area in Har Hotzvim in Jerusalem (hereinafter: “the Building”),
as specified in section 1a below, and 22 regular parking spaces and 6
double parking spaces in the building’s parking lot, marked in
the parking space blueprint which is attached as Appendix A to
this agreement (hereinafter “the Leased Premises”), in accordance with the
provisions and terms of the lease agreement signed by the parties
on July 10, 2005, (hereinafter: “the Main
Agreement”), the amendment agreement dated October 23, 2007 (hereinafter:
“the Amendment and Supplemental Agreement”) and the parties’ verbal
agreement regarding the Lessee’s leasing of the storeroom area, as defined
below;
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Whereas
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The
Lessee notified the Lessor on June 30, 2008 of its decision to exercise
the first extension period, as described in section 3 of the amendment and
supplemental agreement, with regard to all of the areas in the leased
premises, and there has been an agreement on additional updates regarding
the leasing of the leased premises, including terms relating to the
leasing of the storeroom area as defined below, all subject to the
provisions and terms of this
agreement;
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The parties therefore agree,
provide and declare as follows:
1. The
preamble to this agreement constitutes an integral part
thereof.
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2.
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It
is hereby agreed that the total area of the leased premises, as defined
above, is 1,781.50 square meters (gross) in total, along with the parking
spaces as described above, and that the said area is divided as
follows:
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(a)
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751
square meters (gross) on the 6th floor of the building’s new wing, as
outlined in color and marked with the letter A and with the words “the
Company’s Offices,” on the blueprint attached as Appendix B to
this agreement, and which the Lessee leases from the Lessor pursuant to
the main agreement (hereinafter: “the New Wing
Area”);
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(b)
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇) ▇▇ the 6th floor of the building’s old wing, as
outlined in color and marked with the letter B and with the words “the
Company’s Laboratories,” on the blueprint attached as Appendix B to
this agreement, and which the Lessee leases from the Lessor pursuant to
the main agreement (hereinafter: “the Old Wing
Area”);
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(c)
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31
square meters (gross) on the 6th floor of the building’s Old Wing, as
outlined in color and marked with the letter C and with the words
“Machinery Area” in the blueprint attached as Appendix B to
this agreement, and which the Lessee leases from the Lessor pursuant to
the main agreement (hereinafter: “the Machinery
Area”);
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(d)
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14
square meters (gross) of a gallery area on the 6th floor of the building’s
New Wing, which, pursuant to the main agreement, are designated for the
placement of machinery, as outlined in color and marked with the letter
“D” and with the word “Gallery” on the blueprint attached as Appendix B to
this agreement, and which the Lessee leases from the Lessor pursuant to
the main agreement (hereinafter: “the Gallery
Area”);
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(e)
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇) on the 6th floor of the building’s New Wing, as
outlined in color and marked with the letter “E” on the blueprint attached
as Appendix
B to this agreement, and which the Lessee leases from the Lessor
pursuant to the amendment and supplemental agreement (hereinafter: “the
Additional Area”);
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(f)
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70
square meters (gross) on the 6th floor of the building’s New Wing, as
outlined in color and marked with the letter “F” on the blueprint attached
as Appendix
B to this agreement (hereinafter: “the Optional Area”), and which
the Lessee leases from the Lessor pursuant to section 4(a) of the
amendment and supplemental agreement, and subject to the following
provisions of this agreement relating to the size of the optional
area;
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(g)
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67.5
square meters (gross) on the 6th floor of the building’s New Wing, which
are designated for storage only, as outlined in color and marked with the
letter “G” and with the word “Storeroom” on the blueprint attached as
Appendix
B to this agreement (hereinafter: “the Storeroom Area”), and which
the Lessee leases from the Lessor pursuant to the parties’ verbal
agreement and subject to all the provisions and terms of this agreement;
it is hereby noted that subject to the provisions and terms of section 4
below, the Lessee will in actuality pay for an area of only 40 square
meters (gross) with regard to the storeroom area, despite the fact that in
actuality the Lessee will use all of the storeroom area as described above
in this section 2(g);
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3.
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It
is hereby noted that the Lessee has, since November 11, 2007, exercised
its right of first refusal regarding the leasing of the Optional Area in
the building – a right granted to the Lessee in section 4 of the amendment
and supplemental agreement – and that on November 11, 2007, possession of
the Optional Area was transferred to the Lessee. It is noted
that pursuant to the amendment and supplemental agreement, the size of the
Optional Area is 75 square meters (gross), and that nevertheless, the
parties hereby agree that the area of the Optional Area is in actuality 70
square meters (gross) and that it is therefore hereby agreed that
beginning on December 1, 2008, and from this date forward only, the area
of the Optional Area will be updated so that it is 70 square meters
(gross) (and not as stated in the amendment and supplemental agreement),
and that this agreed area (70 square meters (gross)) is final and may not
be disputed.
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4.
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(a)
It
is hereby agreed that the Lessee is leasing the storeroom area from the
Lessor and 2 of the double parking spaces included in the leased premises
as defined above in the preamble to this agreement (hereinafter, together:
“the Storeroom and the Additional Double Parking Spaces”), beginning on
April 1, 2008, and that beginning on the said date, the storeroom and the
additional parking spaces will be automatically added to the definition of
the leased premises pursuant to the main agreement and pursuant to the
amendment and supplemental agreement (hereinafter, together: “the
Agreements”), [and that they] constitute an integral part of the leased
premises and that they are leased to the Lessee for the entire duration of
the lease as stated in the agreements and in this agreement, for all
intents and purposes.
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(b)
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The
storeroom area was delivered to the Lessee on the delivery date described
above in this section 4, on an “as is” basis with regard to the said date
– i.e., in shell condition and including only storeroom
lighting. The Lessee may, at its expense only and subject to
the provisions and terms of the agreements with regard to the execution of
work and/or modifications (including section 14 of the main agreement),
carry out any additional work in the storeroom area, as it requires in
order to adapt the storeroom to its needs. To remove all doubt,
it is noted that notwithstanding any other provision, the Lessor has not
in any event paid and/or participated and will not pay and/or participate
in any cost whatsoever in connection with any adaptation work whatsoever
in the storeroom.
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(c)
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The
Lessee is leasing the storeroom as an area that will be used for storage
purposes only.
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(d)
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It
is agreed that the Lessee will, with regard to the leasing of the
storeroom area as described above, and for the lease purpose described in
section 4(c) above, pay – together with and in addition to any payment
imposed on the Lessee with respect to the leasing of the leased premises
pursuant to the provisions of the agreements – rental payments and
maintenance fees (hereinafter, also: “Maintenance Fees”) in a total amount
of $US ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇) of the storeroom area, with the addition
of all payments that the Lessee is required to pay pursuant to the
agreements for leasing the leased premises pursuant to the provisions of
the agreements and of this agreement, including municipal real property
tax. It is also agreed that subject to the leasing of the
storeroom area in accordance with all of the provisions and terms of this
agreement, the Lessee will pay only the rental payments and maintenance
fees for an area of only 40 square meters
(gross).
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(e)
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In
addition, it is hereby expressly agreed that if the Lessee makes any use
of the storeroom area or of any part thereof which is other than as
described in section 4(c) above, the Lessee – beginning at the time that
the use is so changed – will pay to the Lessor, with respect to the
leasing of the entire storeroom area (i.e., for 67.50 square meters
(gross)), rental payments and maintenance fees in the amount of the rental
payments and maintenance fees that apply to the leasing of the
New Wing Area in accordance with the agreements (instead of the rental
payments and maintenance fees described in section 4(d)
above).
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(f)
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It
is also agreed that with respect to the leasing of the two additional
double parking spaces (as described in section 4(a) above), the Lessee
will pay to the Lessor any rental payments, management fees and all other
payments imposed on the Lessee with regard to the leasing of parking
spaces pursuant to the agreements– in full and in a timely
manner.
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(g)
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At
the time of the signing of this agreement, the Lessee will pay to the
Lessor the rental payments and maintenance fees for the leasing of the
storeroom and the additional double parking spaces, as described above,
for the lease period from April 1 2008 through December 31,
2008. It is also agreed that beginning on January 1, 2009,
payment of the rental payments and maintenance fees for the storeroom and
the additional double parking spaces will be added to payment of the
rental payments for the other areas and parking spaces in the leased
premises, on the first day of each calendar quarter, as provided in the
agreements.
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(h)
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It
is noted that the Lessee is required to purchase and expand the insurance
policies that are required pursuant to the agreements, such that they will
apply to all of the area of the leased premises, including the storeroom
and the additional double parking
spaces.
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5.
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In
order to remove doubt, it is hereby noted that the Lessee has exercised in
full any right of [first] refusal and/or option to rent Additional Areas
and/or parking spaces which were granted to it pursuant to the agreements,
and that the Lessee has no additional right of first refusal or option for
the rental of any Additional Areas whatsoever and/or of any additional
parking spaces whatsoever in the
building.
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6.
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The
parties hereby agree regarding the Lessee’s having exercised the first
extension period, as provided in the amendment and supplemental agreement,
such that the leasing of the entire leased premises will be extended for a
period commencing on December 16, 2008 and concluding on December 15, 2010
(hereinafter: “the First Extension
Period.”)
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During
the first extension period, the Lessee will pay to the Lessor the rental
payments in accordance with all provisions of the agreements and of this
agreement (hereinafter, together: “the Lease Agreement”) and any other
payments imposed on the Lessee pursuant to the lease agreement in
connection with the leasing of the leased premises, including maintenance
fees, municipal property taxes and
electricity.
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7.
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Additionally,
at the time of the signing of this agreement, the Lessee will give the
Lessor a written confirmation from the bank regarding the extension of the
collateral (the bank guarantees) which had been delivered to the Lessor
with regard to the leasing of the leased premises, such extension to be
through March 15, 2011, and by one month prior to the commencement of the
first extension period, the Lessee will give the Lessor a written
confirmation from the Lessee’s insurance company regarding the expansion,
renewal and extension of the various
insurance policies that the Lessee undertook to arrange as provided in
section 17 of the main agreement, for the first extension period and with
regard to the entire leased
premises.
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It
is also hereby noted that beginning on January 1, 2009, the invoice that
the Lessor will issue to the Lessee with regard to the payment of the
rental payments will consolidate the account for the 1,669 square meters
(gross) of the leased premises’ area – i.e., the account for the leased
premises’ area excluding the Machinery Area, the Storeroom Area, and the
Gallery Area in the leased
premises.
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8.
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The
other provisions of the agreements remain unchanged. The
parties expressly agree that during the current lease period and the first
extension period, the agreements and all of their provisions will continue
to apply to the parties and to the leasing of the leased premises, with
the necessary changes, and subject to all the terms and provisions of this
agreement.
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And
in witness thereof we have signed:
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(-)
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇
▇▇▇▇▇▇
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▇▇▇▇▇-Pharma
Ltd..
Partnership
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Bioline
Innovations Jerusalem, Limited
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By
its general partner,
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Bioline
Innovations Jerusalem Ltd.
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I the
undersigned ▇▇▇ ▇▇▇▇▇▇, attorney for the Lessee Bioline Innovations Jerusalem,
Limited Partnership, hereby confirm that ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ have signed this agreement in the name of
the Lessee and that they are authorized to sign the agreement and that their
signature of the agreement binds the Lessee for all matters and
purposes.
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/s/
▇▇▇ ▇▇▇▇▇▇
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Attorney
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▇▇▇
▇▇▇▇▇▇
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▇▇▇▇▇
▇▇▇▇▇ & Co.
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Rivlin
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇
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License
No. 39931
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Bioline
Innovations Jerusalem
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Limited
Partnership
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By
its general partner,
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Bioline
Innovations Jerusalem Ltd.
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